Common use of Duties as Sub-Adviser Clause in Contracts

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Portfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits to the Portfolio over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx XxxxxxxxUBS Global AM, and any written guidelines adopted by the Board or Xxxxxxxx XxxxxxxxUBS Global AM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Portfolio, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio or Segment. The Sub-Adviser understands that the Portfolio's assets need to be managed so as to permit the Portfolio to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement in accordance with the Portfolio's investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokersbrokers selected at the discretion of the Sub-Adviser, it will attempt to obtain seek the best net result in terms of price and execution; provided that, on behalf of the Portfolio, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolio, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio and its other clients and that the total commissions paid by the Portfolio or Segment will be reasonable in relation to the benefits value of research and brokerage services provided by the brokers to the Portfolio over the long termSub-Adviser and its clients. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx UBS Global AM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx UBS Global AM recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. The Subject to the Sub-Adviser is authorized Adviser's obligations to seek best execution, UBS Global AM agrees that the Sub-Adviser, in its sole discretion, may place transactions on behalf of the Portfolio and Segment to enter into agreements and execute the Trust with any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Subbroker-Adviser will maintain all books and records required dealer deemed to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Portfolio are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Portfolio upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent an affiliate of the Sub-Adviser (the "Affiliated Broker-Dealers") so long as such transactions are effected in conformity with applicable law, including Rule 17e-1 under the Investment Company Act. UBS Global AM hereby consents to the Sub-Adviser's use of an affiliated broker to effect transactions for each portfolio security the Portfolio and the Trust on an exchange under Section 11(a)(1)(H) of the Securities Exchange Act of 1934 (including any applicable exemptions and administrative interpretations set forth in Part II of the Sub-Adviser's Form ADV Registration Statement on file with the Securities and Exchange Commission ("Form ADV")). In all such dealings, the Affiliated Broker-Dealers shall be authorized and entitled to retain any commissions, remuneration or profits which may be made in such transactions and shall not be liable to account for which the custodian does not obtain prices same to UBS Global AM, the Series or the Trust. UBS Global AM is aware that the affiliation between the Sub-Adviser and an Affiliated Broker-Dealer could give the Sub-Adviser an indirect interest in brokerage commissions received by the ordinary course Affiliated Broker-Dealer, creating a potential conflict of business from an automated pricing serviceinterest.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted dopted by the Board or Xxxxxxxx XxxxxxxxXxxxxxxx and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the PortfolioSeries, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio Series or Segment. The Sub-Adviser understands that the Portfolio's Series' assets need to be managed so as to permit the Portfolio it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the Portfolio's Series' investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt seek to obtain the best net result in terms of price and execution; provided that, on behalf of the PortfolioSeries, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the PortfolioSeries or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio and Series or its other clients and that the total commissions paid by the Portfolio Series or Segment will be reasonable in relation to the benefits to the Portfolio Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Sub- Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio Series or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Portfolio Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which or copies thereof that it maintains for the Portfolio Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx XxxxxxxxXxxxxxxx and furnished to the Sub-Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the PortfolioSeries, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio Series or Segment. The Sub-Adviser understands that the Portfolio's Series' assets need to be managed so as to permit the Portfolio it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the Portfolio's Series' investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt seek to obtain the best net result in terms of price and execution; provided that, on behalf of the PortfolioSeries, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the PortfolioSeries or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio and Series or its other clients and that the total commissions paid by the Portfolio Series or Segment will be reasonable in relation to the benefits to the Portfolio Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio Series or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Portfolio Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which or copies thereof that it maintains for the Portfolio Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx XxxxxxxxMitchell Hutchins, and any written guidelines adopted by the Board or Boarx xx Xxxxxxxx XxxxxxxxXxxchins, the Sub-Adviser will provide a continuous investment program for invexxxxxx xxxxxxx xxr all or a designated portion of the assets ("Segment") of the PortfolioSeries, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio Series or Segment. The Sub-Adviser understands that the Portfolio's Series' assets need to be managed so as to permit the Portfolio it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the Portfolio's Series' investment objective, policies and restrictions as stated in the PortfoliosSeries' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the PortfolioSeries, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the PortfolioSeries or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio Series or and its other clients and that the total commissions paid by the Portfolio Series or Segment will be reasonable in relation to the benefits to the Portfolio Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx Mitchell Hutchins or the Sub-Adviser, or any affiliated person thereofthxxxxx, except in xxxxxx xx accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx Mitchell Hutchins recognizes that in some cases this procedure may adversely affect max xxxxxxxxx xxxxxt the results obtained for the Portfolio Series or Segment. The Sub-Adviser is authorized on behalf of the Portfolio Series and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx Mitchell Hutchins with such periodic and special reports as the Board or Bxxxx xx Xxxxxxxx Xxxxxxxx Hutchins reasonably may request. In compliance with the requirements of Rule xxxxxxxxxxxx xx Xule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Portfolio Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which that it maintains for the Portfolio Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx XxxxxxxxMitchell Hutchins, the Sub-Adviser will provide the Board and Mitxxxxx Xxxxxxxx Xxxxxxxx with xxth economic and investment analyses and reports as well as quarterly reporxx xx xxxx xx xxxrterly reports setting forth the performance of the Portfolio Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx Mitchell Hutchins any economic, statistical and investment services that the Subservicxx xxxx xxx Xxx-Adviser Xdviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio Series or Segment and will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx XxxxxxxxXxxxxxxx and furnished to the Sub- Adviser, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the PortfolioSeries, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio Series or Segment. The Sub-Adviser understands that the Portfolio's Series' assets need to be managed so as to permit the Portfolio it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the Portfolio's Series' investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt seek to obtain the best net result in terms of price and execution; provided that, on behalf of the PortfolioSeries, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the PortfolioSeries or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Sub- Adviser's determination determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio and Series or its other clients and that the total commissions paid by the Portfolio Series or Segment will be reasonable in relation to the benefits to the Portfolio Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio Series or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Sub- Adviser on behalf of the Portfolio Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Sub- Adviser hereby agrees that all records which that it maintains for the Portfolio Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which or copies thereof that it maintains for the Portfolio Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Sub- Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx XxxxxxxxMitchell Hutchins, and any written guidelines adopted by the Board or Boaxx xx Xxxxxxxx XxxxxxxxXxtchins and furnished to the Sub-Adviser, the Sub-Adviser will provide Advixxx xxxx xxxxxxx a continuous investment program for all or a designated portion of the assets ("Segment") of the PortfolioSeries, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio Series or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio Series or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio Series or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio Series or Segment. The Sub-Adviser understands that the Portfolio's Series' assets need to be managed so as to permit the Portfolio it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the Portfolio's Series' investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt seek to obtain the best net result in terms of price and execution; provided that, on behalf of the PortfolioSeries, the Sub-Adviser may, in its discretion, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the PortfolioSeries or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio and Series or its other clients and that the total commissions paid by the Portfolio Series or Segment will be reasonable in relation to the benefits to the Portfolio Series over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx Mitchell Hutchins or the Sub-Adviser, or any affiliated person thereoftxxxxxx, except in xxxxxx xx accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio Series or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio Series and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx Mitchell Hutchins recognizes that in some cases this procedure may adversely affect mxx xxxxxxxxx xxxxct the results obtained for the Portfolio Series or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio Series or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx Mitchell Hutchins with such periodic and special reports as the Board or Xxxxx xx Xxxxxxxx Xxxxxxxx Hutchins reasonably may request. In compliance with the requirements of xxxxxxxxxxxx xx Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Portfolio Series are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which or copies thereof that it maintains for the Portfolio Series upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx XxxxxxxxMitchell Hutchins, the Sub-Adviser will provide the Board and Mixxxxxx Xxxxxxxx Xxxxxxxx with xith economic and investment analyses and reports as well as quarterly repoxxx xx xxxx xx xxarterly reports setting forth the performance of the Portfolio Series or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx Mitchell Hutchins any economic, statistical and investment services that the Subservixxx xxxx xxx Xxx-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio Series or Segment and Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Adviser will use its reasonable efforts to arrange for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx Xxxxxxxx, and any written guidelines adopted by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the PortfolioFund, including investment research and discretionary management with respect management. The Sub-Adviser may from time to all securities time seek research assistance and investments and cash equivalents may rely upon resources available to it through its affiliated companies to the extent such actions would not constitute an "assignment" for purposes of the 1940 Act but in no case shall such assistance and/or reliance relieve the Portfolio Sub-Adviser of any of its obligations hereunder, nor shall the Fund or SegmentXxxxxxxx Xxxxxxxx be responsible for any additional fees or expenses hereunder as a result. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio or SegmentFund. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio or Segmenttransactions. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio or SegmentFund. The Sub-Adviser understands that the PortfolioFund's assets need to be managed so as to permit the Portfolio Fund to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the PortfolioFund's investment objective, policies and restrictions as stated in the Portfolios' Fund's Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt to obtain the best net result in terms of price and execution; provided that, on behalf of the PortfolioFund, the Sub-Adviser may, in its discretion, use brokers that who provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the PortfolioFund, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio Fund and its other clients and that the total commissions paid by the Portfolio or Segment Fund will be reasonable in relation to the benefits to the Portfolio Fund over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio or Segment Fund with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to timeFund. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio or SegmentFund, and will furnish the Board and Xxxxxxxx Xxxxxxxx with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Portfolio Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which it maintains for the Portfolio Fund upon request by the Trust. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx Xxxxxxxx, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Portfolio or Segment and make available to the Board and Xxxxxxxx Xxxxxxxx any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will use its reasonable efforts to arrange for the provision of a price or prices price(s) from one or more parties a party(ies) independent of the Sub-Adviser for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.

Duties as Sub-Adviser. (a) Subject to the supervision and direction of the Trust's Board of Trustees (the "Board") and review by Xxxxxxxx XxxxxxxxCCM, and any written guidelines adopted by the Board or Xxxxxxxx XxxxxxxxCCM, the Sub-Adviser will provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Portfolioeach Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Portfolio each Fund or Segment. The Sub-Adviser will determine from time to time what investments will be purchased, retained or sold by the Portfolio each Fund or Segment. The Sub-Adviser will be responsible for placing purchase and sell orders for investments and for other related transactions for the Portfolio each Fund or Segment. The Sub-Adviser will be responsible for voting proxies of issuers of securities held by the Portfolio each Fund or Segment. The Sub-Adviser understands that the Portfolioeach Fund's assets need to be managed so as to permit the Portfolio it to qualify or to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code, as amended ("Code"). The Sub-Adviser will provide services under this Agreement Contract in accordance with the Portfolioeach Fund's investment objective, policies and restrictions as stated in the Portfolios' Prospectus and in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Adviser agrees that, in placing orders with brokers, it will attempt seek to obtain the best net result in terms of price and execution; provided that, on behalf of the Portfolioeach Fund, the Sub-Adviser may, in its discretiondiscretion and in compliance with Section 28(e) of the Securities and Exchange Act of 1934, use brokers that provide the Sub-Adviser with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Portfolioeach Fund or Segment, and the Sub-Adviser may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Adviser's determination determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Adviser to the Portfolio each Fund and its other clients and that the total commissions paid by the Portfolio each Fund or Segment will be reasonable in relation to the benefits to the Portfolio each Fund over the long term. In no instance will portfolio securities be purchased from or sold to Xxxxxxxx Xxxxxxxx CCM or the Sub-Adviser, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Adviser may aggregate sales and purchase orders with respect to the assets of the Portfolio each Fund or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Adviser or its affiliates. Whenever the Sub-Adviser simultaneously places orders to purchase or sell the same security on behalf of the Portfolio a Fund and one or more other accounts advised by the Sub-Adviser, the orders will be allocated as to price and amount among all such accounts in a manner believed that the Sub-Adviser believes to be equitable over time to each account. Xxxxxxxx Xxxxxxxx recognizes that in some cases this procedure may adversely affect the results obtained for the Portfolio or Segment. The Sub-Adviser is authorized on behalf of the Portfolio and Segment to enter into agreements and execute any documents required to make investments pursuant to the Prospectus, as such Prospectus may be amended from time to time. (c) The Sub-Adviser will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Adviser on behalf of the Portfolio each Fund or Segment, and will furnish the Board and Xxxxxxxx Xxxxxxxx CCM with such periodic and special reports as the Board or Xxxxxxxx Xxxxxxxx CCM reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which that it maintains for the Portfolio a Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Portfolio Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records which that it maintains for the Portfolio a Fund upon request by the Trust; provided, however, that Sub-Adviser may retain copies of such records. (d) At such times as shall be reasonably requested by the Board or Xxxxxxxx XxxxxxxxCCM, the Sub-Adviser will provide the Board and Xxxxxxxx Xxxxxxxx CCM with economic and investment analyses and reports as well as quarterly reports setting forth the performance of a Fund or Segment, including an affirmative statement with respect to compliance, employees gained or lost, accounts gained or lost and any litigation or change of structure during the Portfolio or Segment quarter, and make available to the Board and Xxxxxxxx Xxxxxxxx CCM any economic, statistical and investment services that the Sub-Adviser normally makes available to its institutional customers; provided, however, that Sub-Adviser shall not be responsible for portfolio accounting or other customersgenerating reports derived from portfolio accounting information. (e) In The Sub-Adviser shall not be responsible for pricing portfolio securities. The Fund's Administrator or Sub-Administrator shall price portfolio securities. However, in accordance with procedures adopted by the Board, as amended from time to time, the Sub-Adviser is responsible for assisting in the fair valuation of all portfolio securities in the Portfolio or Segment and will shall use its reasonable efforts to arrange assist in determining a fair value or valuation methodology for the provision of a price or prices from one or more parties independent of the Sub-Adviser for each portfolio security securities for which the custodian does market quotations are not obtain prices in the ordinary course of business from an automated pricing servicereadily available.